Common use of Risk Management; Derivatives Clause in Contracts

Risk Management; Derivatives. (1) The Company and the Bank have in place risk management policies and procedures sufficient in scope and operation to protect against risks of the type and in amounts reasonably expected to be incurred by persons of similar size and in similar lines of business as the Company and the Bank. (2) All material derivative instruments, including swaps, forwards, caps, floors and option agreements, whether entered into for the Company’s own account, or for the account of one or more of the Bank or their customers, were entered into (i) only for purposes of mitigating identified risk and in the ordinary course of business, (ii) in accordance with prudent practices and in all material respects with all applicable laws, rules, regulations and regulatory policies, and (iii) with counterparties believed by the Company to be financially responsible at the time; and each of them constitutes the valid and legally binding obligation of the Company or the Bank, enforceable in accordance with its terms. Neither the Company nor the Bank, nor any other party thereto, is in material breach of or has materially defaulted under any such agreement or arrangement except as listed on Schedule 2.2(s) (such agreements, the “Disclosed Agreements”).

Risk Management; Derivatives. (1) The Company and the Bank Subsidiaries have in place risk management policies and procedures sufficient in scope and operation to protect against risks of the type and in amounts reasonably expected to be incurred by persons of similar size and in similar lines of business as the Company and the Bank. (2) Subsidiaries. All material derivative instruments, including swaps, forwards, caps, floors and option agreements, whether entered into for the Company’s own account, or for the account of one or more of the Bank Subsidiaries or their customers, were entered into (iA) only for purposes of mitigating identified risk and in the ordinary course of business, (iiB) in accordance with prudent practices and in all material respects compliance with all applicable laws, rules, regulations and regulatory policies, and (iiiC) with counterparties believed by the Company to be financially responsible at the time; and each of them constitutes the valid and legally binding obligation of the Company or one of the BankSubsidiaries, enforceable in accordance with its terms. Neither the Company nor the BankSubsidiaries, nor nor, to the knowledge of the Company, any other party thereto, is in material breach of or has materially defaulted any of its obligations under any such agreement or arrangement except as listed on Schedule 2.2(s) (such agreements, the “Disclosed Agreements”)arrangement.